Michael Celano
About Michael Celano
Michael Celano (age 66) is Chief Financial Officer (since May 2020) and Secretary (since April 2021) of Larimar Therapeutics; he holds a B.S. in Accounting from St. Joseph’s University and previously served as CFO/COO across multiple healthcare and life sciences companies and as a Big Four partner leading life sciences practices . Company pay-versus-performance disclosures show cumulative TSR for $100 invested fell to $21.25 in 2023 from $50.40 in 2021, with net losses of $36.9M (2023), $35.4M (2022), and $50.6M (2021), contextualizing the backdrop for incentive outcomes during his tenure . His bonus framework targets 40% of base salary and is tied to clinical, regulatory, financing, and manufacturing goals; achievement was 95% in 2024 and 115% in 2022, reflecting progress on FDA holds, capital raising, and program milestones .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Columbus Organization | Chief Financial Officer | 2020 | Finance leadership for services to individuals with intellectual and developmental disabilities |
| Recro Pharma (formerly) | Chief Operating Officer | 2018–2019 | Operational oversight in specialty pharma manufacturing and development |
| Recro Pharma (formerly) | Chief Financial Officer | 2016–2018 | Capital markets and financial management; supported growth initiatives |
| DrugScan, Inc. | Chief Financial Officer | 2013–2015 | Clinical lab services finance leadership |
| Kensey Nash Corporation | Chief Financial Officer | 2009–2012 | Biomaterials company CFO through industry transitions |
| BioRexis Pharmaceutical | Chief Financial Officer | 2004–2008 | Early-stage biopharma finance; led scaling and transactions |
| KPMG LLP | Partner, Co-leader National Life Science Practice | Pre-2004 | Led national life sciences practice; audit/consulting expertise |
| Arthur Andersen LLP | Co-leader Life Science Practice | Pre-KPMG | Leadership in life sciences advisory |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OraSure Technologies, Inc. | Director (2006–2022); Chairman (2018–2022) | 2006–2022 | Governance and strategic guidance in diagnostics and specimen collection |
| Performance Health | Director | 2015–2016 | Consumer health products oversight |
Fixed Compensation
| Year | Base Salary Rate ($) | Salary Paid ($) | All Other Compensation ($) | Source |
|---|---|---|---|---|
| 2024 | 447,000 | 441,932 | 15,863 | |
| 2023 | 401,000 | 401,000 | 11,545 | |
| 2022 | — | 376,904 | 11,885 | |
| 2021 | — | 366,000 | 11,152 |
| Year | Bonus Paid ($) | Stock Awards ($) | Option Awards ($) | Total Compensation ($) |
|---|---|---|---|---|
| 2024 | 167,934 | 131,563 | 627,413 | 1,384,705 |
| 2023 | 165,034 | 375,440 | 465,132 | 1,418,152 |
| 2022 | 173,832 | — | 569,702 | 1,132,323 |
| 2021 | 70,455 | — | 618,148 | 1,065,755 |
Performance Compensation
| Year | Metric Category | Target | Actual/Achievement | Payout | Notes |
|---|---|---|---|---|---|
| 2024 | Annual cash bonus | 40% of base | 95% overall achievement | $167,934 | Goals included clinical progress, regulatory milestones (FDA START selection, partial hold removal), capital raising, and CMC advances |
| 2023 | Annual cash bonus | 40% of base | Not disclosed | $165,034 | Performance based on corporate objectives |
| 2022 | Annual cash bonus | 40% of base | 115% overall achievement | $173,832 | FDA lifted full clinical hold (to partial), raised $80M above market; manufacturing plan advanced |
| 2021 | Annual cash bonus | 35% of base | 55% of target | $70,455 | Goals included removing clinical hold, pipeline expansion, manufacturing scale-up, capital raising |
| Year | Grant Date | Award Type | Shares | Vesting Schedule | Grant/Accounting Value |
|---|---|---|---|---|---|
| 2024 | 1/17/2024 | Stock Options | 187,500 | 25% at 1-year; remaining monthly over 36 months | $627,413 option awards (SCT)* |
| 2024 | 1/17/2024 | RSUs | 31,250 | 4 equal annual installments starting 1-year anniversary | $131,563 stock awards (SCT)* |
| 2023 | 1/31/2023 | Stock Options | 120,000 | 25% at 1-year; monthly over 36 months | $465,132 option awards (SCT)* |
| 2023 | 1/31/2023 | RSUs | 76,000 | 4 equal annual installments starting 1-year anniversary | $375,440 stock awards (SCT)* |
Strike prices across outstanding options range from $2.92 to $19.61, with expirations spanning 2030–2034 .
Equity Ownership & Alignment
| As of | Direct Shares | Options (Exercisable or within 60 days) | Unvested RSUs | Market Value of Unvested RSUs | Ownership % |
|---|---|---|---|---|---|
| Apr 1, 2025 | 82,559 | 400,745 | 88,250 (57,000 from 1/31/2023; 31,250 from 1/17/2024) | $341,528 (2023 RSUs $220,590; 2024 RSUs $120,938) | <1% |
- Insider Trading Policy prohibits hedging, margin accounts, short sales, and pledging of company stock by executive officers and directors, mitigating misalignment risk .
- Security ownership tables confirm beneficial ownership breakdown and percent outstanding basis used (64,027,892 shares outstanding as of April 1, 2025) .
Employment Terms
| Term | Detail |
|---|---|
| Employment start | CFO since May 28, 2020; employment agreement dated June 1, 2020 |
| Base salary evolution | Increased from $401,000 (2023) to $447,000 (2024) (+11%) |
| Target bonus | 40% of base salary (raised from 35% effective Jan 1, 2022) |
| Non-compete / non-solicit | One year post-employment; confidentiality and invention assignment obligations |
| Severance (no CIC) | Prior-year unpaid bonus; 9 months base salary; 9 months COBRA; accelerated vesting of Initial Award (60,479 options) |
| Severance (within 1 year post-CIC) | Prior-year unpaid bonus; 12 months of base + target bonus (paid monthly); 12 months COBRA; accelerated vesting of outstanding, unvested portion of Initial Award |
| Equity vesting terms | Options: 25% at year 1, remainder monthly over 36 months; RSUs: 4 annual installments |
| Clawback policy | Adopted Sept 2023 under Dodd-Frank/SEC/Nasdaq, applies to incentive comp for 3 years prior to restatement |
Investment Implications
- Pay-for-performance alignment: Cash incentives explicitly tied to clinical/regulatory/financing milestones; payouts flex with achievement (95% in 2024; 115% in 2022), indicating responsive pay outcomes to execution progress .
- Retention risk and supply overhang: Multi-year vesting on options/RSUs (through 2033–2034 maturities and 4-year RSU cadence) supports retention but creates periodic vesting supply; aggregate unvested RSUs at YE 2024 were 88,250 shares (market value $341,528 at $3.87) .
- Ownership alignment: Direct ownership of 82,559 shares plus sizable vested/near-vested options; strict prohibitions on hedging and pledging reduce misalignment and forced-sale risk .
- Change-in-control economics: Double-trigger terms (12 months of base+target bonus and COBRA; Initial Award acceleration) are moderate for a CFO, limiting windfall risk while ensuring continuity through strategic events .
- Execution track record: Incentive narratives cite removal of FDA clinical holds, capital raises above market, and regulatory selection (START), but overall TSR remained depressed in 2022–2023, underscoring binary clinical/regulatory dependency typical in development-stage biotech .